Transfer Restrictions

 

Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the GDRs or the Shares represented thereby.

The AIM Securities (i.e., GDRs) were offered in reliance on Regulation S. The GDRs may not be offered, sold, pledged or otherwise transferred, directly or indirectly to any person in Bangladesh or the United States, residents of Bangladesh or the United States, or to, or for the account or benefit of such persons. The GDRs have not been, and will not be registered under the US Securities Act 1933, as amended, or with any securities regulatory authority of any state of the United States or any other jurisdiction, and may only be offered, sold or delivered outside the United States to persons other than US persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S, and in accordance with any other applicable law.

Each purchaser of GDRs and each subsequent purchaser of such GDRs will be deemed to have represented and agreed and acknowledged as follows (terms used herein are defined in Regulation S):

  1. it understands that such GDRs and the underlying Shares have not been, and will not be, registered under the US Securities Act 1933 or with any securities regulatory authority of any state of the United States or any other jurisdiction of the United States and are subject to restrictions on transfer;
  2. each purchaser at the time the GDRs are purchased will be, the beneficial owner of such GDRs and (a) is not a US person and is located outside the United States and (b) is not an affiliate of the Company or a person acting on behalf of such an affiliate of the Company;
  3. it understands that the Master GDR and certificates in definitive form representing the GDRs (to the extent they are in certificated form), unless otherwise agreed between the Company and the Depositary, will bear a legend substantially to the following effect:
    1. THIS REGULATION S GLOBAL DEPOSITARY RECEIPT AND THE ORDINARY SHARES OF BEXIMCO PHARMACEUTICALS LTD. REPRESENTED HEREBY (THE ‘‘SHARES’’) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
    2. UNLESS THE SHARES HAVE BEEN LISTED ON THE DHAKA STOCK EXCHANGE AND THE CHITTAGONG STOCK EXCHANGE AND SUBJECT TO COMPLIANCE WITH BANGLADESHI LAW AND REGULATION APPLICABLE FROM TIME TO TIME, NO PERSON SHALL BE ENTITLED TO DEPOSIT FURTHER SHARES, AND NO HOLDER SHALL BE ENTITLED TO WITHDRAW THE DEPOSITED PROPERTY.
    3. THE HOLDER HEREOF, BY PURCHASING THE GDRs REPRESENTED BY THIS CERTIFICATE, AGREES FOR THE BENEFIT OF BEXIMCO PHARMACEUTICALS LTD. AND THE DEPOSITARY THAT THE GDRs MAY NOT, UNLESS EXPRESSLY PERMITTED BY BANGLADESHI LAWS AND REGULATIONS AT ANY TIME BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANY PERSON LOCATED IN BANGLADESH, TO ANY RESIDENT OF BANGLADESH, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, SUCH PERSONS.’’
  4. The Company, the Depositary, the purchasers and their respective affiliates and others, will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.
  5. Any offer, sale, pledge, resale or other transfer, or attempted resale or other transfer, made otherwise than in compliance with the above-stated restrictions shall not be recognised by the Company or the Depositary in respect of the GDRs or the Shares represented by the GDRs.